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HomeMy WebLinkAbout5083 RESOLUTION NO 5 ,083 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AN OPTION AGREEMENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS, AND THE LITTLE ROCK PORT AUTHORITY, AS SELLERS, AND WILLIAM NASH, AGENT, AS BUYER, FOR THE SALE OF CER- TAIN REAL PROPERTIES SITUATED IN THE LITTLE ROCK PORT INDUSTRIAL DISTRICT : AND FOR OTHER PURPOSES BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS . SECTION 1. The Mayor and City Clerk acting for and on behalf of the City of Little Rock , Arkansas are hereby authorized to execute an Option Agreement granting to William Nash, Agent, the Option to purchase two parcels of property located in the City of Little Rock , Pulaski County, Arkansas and within the Little Rock Port Industrial District. Said Option is in form and substance as set forth on Exhibit "A" attached hereto and made a part hereof as though set out herein word for word. SECTION 2 . The lands covered by the Option granted herein are identified as Premises A and Premises B, which are more particularly described as follows : Premises A: A parcel of land located in the SW4 of Section 16 , T-1-N, R-11-W, Pulaski County, Arkansas , also being in the Little Rock Port Industrial Park, an addition to the City of Little Rock , Arkansas and being more particularly described as follows : Commencing at the SW corner of Section 16 , T-1-N, R-11-W, Pulaski County, Arkansas , thence S 88° 47 ' 31" E, 424 . 46 ' along the Center line of Frazier Pike to a point , thence NO° 12 ' 52"E, 60 . 01 ' to a point on the North R/W line of said Frazier Pike , said Point being the Point of beg- inning, thence continue N 0° 12 ' 52 "E , 1713 .20 ' along the East R/W line of a 40 ' railroad right-of-way to a point on the South R/W line of Lindsey Road, thence S 89° 47 ' 08" E 1500 .00 ' along said South R/W line to a point , thence S 0° 13 ' 11" W 1738 .95 ' to a point on the North R/W line of said Frazier Pike, thence N 88° 47 ' 31"W, 1500 .00 ' along said North R/W Line to the point of beginning, said parcel contains 59 . 43 acres more or less . AND -2- PREMISES B A parcel of land located in the East 1/2 of the SW 4 and the W z of the SE a of Section 16 , T-1-N, R-11-W, Pulaski County, Arkansas , also being in the Little Rock Port Industrial Park , an addition to the City of Little Rock, Arkansas , and being more particularly described as follows : Commencing at the SW corner of the SE 1/4 of the 5E1/4 of Section 16 , T-1-N , R-11-W, Pulaski County , Arkansas , thence N 88° 47 ' 31" W, 96 . 50 ' along the center line of Frazier Pike to a point thence N 10 30 ' 52" E , 109 . 73 ' to a point on the West R/W line of Fource Dam Pike, thence continue N 1° 30 ' 52" E , 238 . 45 ' along said West R/W line to the NE corner of Tract D, Area 101 , said corner being the Point of Beginning. Thence N88° 47 ' 31" W, 891. 80 ' along the North line of said Tract D to the NW corner of said Tract , thence S 8° 13 ' 48" W, 290 . 36' along the West line of said tract, said line also being the East line of Natural Gas Pipe Line Co . Easement, to the SW corner of said Tract, said point also being on the North R/W line of said Frazier Pike , thence along said North R/W line of Frazier Pike across said Gas Line Easement N 88° 47 ' 31" W, 115 .79 ' to a point on the West line of said Gas Line Easement, thence continue along the North R/W line of said Frazier Pike N 88° 47 ' 31" W, 888 . 09 ' to a point, thence N 0° 12 ' 52" E , 1738 . 95 ' to a point on the South R/W line of Lindsey Road, thence S 89° 47 ' 08" E , 506 . 68 ' along the South R/W line of said Lindsey Road to the Point of Tangency of a curve to the left with a radius of 1014 . 93 ' , thence along the arc of said curve to the left along said South R/W line 271. 02 ' to a point on said South R/W line , thence along a line tangent to said arc along said South R/W line N 74° 54 ' 52" E , 391. 64 ' to a point on the West line of Said Gas Line Easement, thence continue along said South R/W line across said Easement N 74° 54 ' 52" E , 136 . 07 ' to a point on the East line of said Easement , thence continue along said South R/W line N74° 54 ' 52" E , 584 . 96 ' to the point of tangency of a curve to the Right with a radius of 100 ' , thence along the arc of said curve to the right 128 . 11 ' to a point on the West R/W line of said Fourche Dam Pike , thence along a line tangent to said arc and along the West R/W line of said Fourche Dam Pike S 1° 30 ' 52" W, 1717 .34 ' to the point of beginning. Said Parcel of land contains 78. 2 acres more or less . SECTION 3 . This Resolution shall be in full force and effect from and after its passage . ADOPTED: October 16, 1973 ATTEST: clou APPROVED: e City Clerk Vice Mayor t- f0V, 0F ION AGREEMENT THIS ACREEYENT made this 9th day of October 1973 between the CITY OF LITTLE ROCK, ARKANSAS , and the LITTLE ROCK PORT AUMORITY, hereinafter collectively Ceti "Seller", and WILLTE. NASH, Agent, hereinafter termed "Buyer". W I T N E S S E T H: 1. For and in consideration of the sum of Five Thousand and Po/100 Dollars ($5 ,000. 00) , receipt whereof is hereby acknowledged , Seller hereby grants to Buyer the sole and ex- clusive privilee and Option to purchase from Seller the follow- ing described property: That tract of land containing sixty (60) acres , more or less , located in Little Rock, County of Stare of Arkansas , identified as Premises A and more particalcirly described in Appendix A hereto, together with all of Seller' s right , title, snd interest therein and to all here- ditamcnts nnd 8ppurtcnances belonging thereto , and all tmnrovc- ,. ments located thereon (all hereinafter called "Premises A") aryl upon the c-,:ercisc hereof agrees to convey Premises A to Buyer, or to his nominee , for the price and Upon the term; and condi- tions set forth. Seller hereby covenants that it is the owner of said rrert:ises A and has the right to convey som,, and further co,,sonints that so Jong as this Option is in effect it will take no action which will adversely affect title to Promises A 2 . This 0-,ti on, if not Sooner ,2-yorciscd , nhnil mire at 1ci 4-11-pi ,,Iht on April 9 ] 57 .a 3 . The price to be paid Seven o aic for Premises A shall be SE e P v n Thousand and No/l00 Dollars ($7 ,000. 00) per acre , payable upon delivery of the deed, and in the event of the exercise of this Option by Buyer the amount paid as consideration for this Option shall be credited on account of such purchase price. 4. If Buyer shall elect to exercise this Option, he shall give notice to Seller, which notice may be given by serving the same personally upon Seller or by mailing said notice to Seller in care of the Little Rock Port Authority, Lindsey Road, Little Rock, Arkansas . Service of such notice by mail shall be complete upon the mailing of such notice even though the same is not received by Seller. In the event that notice of the election to exercise this Option shall not be given to Seller within the time specified, then all rights of the Buyer hereunder shall terminate and the Seller may retain the payment made by Buyer for this Option and shall have no further claim against Buyer. 5. Seller shall, at its expense, provide for Buyer a survey of Premises A, prepared by a licensed pro, essional engineer, which survey shall determine the acreage subject to the terms of this Option Agreement , and the amount of the purchase price there- for. In the event that Buyer elects not to exercise this Option, Buyer will reimburse Seller the costs of the said survey. Seller shall , at its expense, secure a current report of title commit- ing ing the insurer to insure the title of Premises A, and shall at its expense , upon the execution of this Option by Buyer, supply to Buyer a policy of owner ' s title insurance. 6 . In the event this Option is exercised by Buyer, , Seller will.. convey fee simple title Lc Premises A free and clear of all ;'n gc 2 encumbrances by the delivery of the usual form of deed with full covenants of warranty, conveying a good and marketable title , subject only to the covenants in the instrument entitled Bill of Assurance attached hereto and which will be recorded with the deed. Said deed will contain a description of Premises A conveyed as determined by the survey in Paragraph 5 . Delivery of the afore- said deed and payment of the balance of the purchase price shall be made at the office of the City Clerk of Little Rock, Arkansas on or before the thirtieth day after the giving of notice of exercise of Option by Buyer; provided, however, that Buyer may, at his option, and by notice to Seller given in accordance with Article 4 hereof , extend the time for such settlement for such time as is necessary to clear the title as provided in Article 7 or Article 8 hereof. Possession shall be given to Buyer free and clear of all tenants and other occupants at the time the deed referred to herein is delivered. 7 . In the event that the title to Premises is in fact unmarketable , Buyer may, subject to the provisions of the last sentence of this Article 7 , take such title as 4eller has .or if he does not so elect , Seller shall thereupon return to Buyer the consideration paid for this Option or any extension thereof or any other portion of the purchase price heretofore paid by Buyer and thereafter neither party shall be liable to the other for any loss , cost , damage, or expense. In case , of objections to title which may be satisfied by the payment of a fixed sum, Buyer may pay the same and deduct the amount of said payment from the purchase price; in case of objections to title which may not be . so sati_sied , Buyer may take whatever action may be necessary to clear such objections , with the right. in Buyer to deduct the cos': Page 3 i T r P o • s' . thereof from the balance of the purchase price payable hereunder. 8. Any restrictions which prohibit the use of Premises A by Buyer for commercial or industrial purposes shall be deemed con- clusively to render the title unmarketable. In the event that local ordinances or other legislation, rules or regulation do not permit use of Premises A contemplated by Buyer, Buyer may, at any time after the date of this Option Agreement, at his own expense, attempt to secure a change in the local ordinances or a variance or other appropriate relief so as to permit his intended use and/or take such other necessary or appropriate steps to procure permits , authorizations and licenses so that Premises A may be used for such ,purposes and Seller agrees to join with and cooperate with Buyer to this end. The obligation of .the Buyer hereunder is expressly conditioned upon all said permits , licenses and authorizations being validly and irrevoc- ably granted without qualifications except such as may be acceptable to Buyer and no longer subject to appeal. 9. All taxes which may be a lien on said Premises' A shall be paid by Seller. However, taxes , if any, for the current year shall prorated and adjusted between the parties hereto as of date of settlement. All assessments for local improvements which have been made or commenced prior to the date of settlement shall be paid by Seller. Seller shall pay for any Federal, State or local transfer or conveyance tax. 10. Seller agrees that during the term of this Option, the Buyer, his representatives or authorized agents may enter upon Page 4 P . • Premises A for the purposes of making soil or water tests , sur- veys or other studies of Premises A. 11. In the event this Option is exercised by Buyer, it shall become a land purchase contract duly binding on the parties hereto in accordance herewith. 12 . It is understood and agreed that all understandings and agreements heretofore had between the parties hereto are merged in this Option, which alone fully and completely expresses their agreement , and that the same is entered into after full investiga- tion, neither party relying upon any statement or representation, not embodied in this Option, made by the other. 13 . If Premises A or any part thereof shall be taken in condemnation proceedings or by exercise of any right of eminent domain by any authority having such right of condemnation, whether prior to or subsequent to the exercise of this Option, Buyer may elect , at his option, and by Notice to Seller in accordance with Article 4 hereof, either to complete the purchasb together 'with an assignment of Seller ' s rights in the condemnation award, or termi- nate this Agreement. In the event Buyer elects to terminate this Agreement , the Seller shall immediately return the consideration paid for this Option or any portion of the purchase price paid by Buyer. Seller will not exercise any right of condemnation which it may have in connection with Premises A. 14. In the event this Option is exercised by Buyer, Selic,r will provide without expense to Buyer, not later than the date cf completion of construction of Buyer ' s facility, railroad' facili i fts Pao. to plans and specifications approved by Buyer for marshalling freight cars north of Lindsey Road and south of existing rail- road in the area designated on the records of Seller as Area 201 . Seller will further (a) provide not later than the date of com- pletion of construction of Buyer ' s facility railroad switching service equal to and/or commensurate with that available from large operating railroads to large customers under competitive conditions and to Buyer ' s satisfaction; (b) upon notice from Buyer , enter into a standby track leasing agreement with one or both of the operat- ing railroads available to the Port Authority, which will permit them, or either of them, to service Buyer at a fee of $5 . 00 per car. (subject to periodical adjustment to reflect general freight rate increase levels as applicable to all users) payable to the Port Authority by the operating railroads in the event Buyer is not satisfied with the services rendered ; and (c) upon notice of Buyer, from time to time, permit one or both of the two said operating railroads or the management of Buyer to operate the Port Authority Railroad in the event of a labor dispute which interrupts normal satisfactory service. In constructing such railroad facilities to serve Buyer as provided in this Article 14 , any expense incurred by Buyer in relocating the lead tracks presently serving Seller shall be reimbursed to Seller by Buyer. Buyer shall not acquire title to railroad facilities not located on Premises A or Premises B, hereinafter described. Seller ' s obligation under this Article 14. shall survive the delivery of the deed or deeds hereunder. 15 . In the event that Buyer exercises this Option to purchase Premises A, for and in consideration thereof and upon payment as hereinafter provided, Seller hereby further grants to Page 6 • Buyer the sole and exclusive privilege and option to purchase from Seller all of the following described property: That tract of land containing seventy-eight (78) acres , more or less , located in the City of Little Rock, County of Pulaski, and State of Arkansas , identified as Premises B, and more particularly described in Appendix B hereto, together with all of the Seller' s right , title, and interest therein and to all hereditaments and appur- tenances belonging thereto, and all improvements located thereon (all hereinafter called "Premises B") and upon the exercise hereof agrees to convey Premises B to Buyer, or to his nominee, for the price and upon the terms and conditions hereinafter set forth. Seller hereby covenants that it is the owner of said Premises B and has the right to convey same and further covenants that so long as this Option is in effect it will take no action which will adversely affect the title to Premises B. The parties hereto will execute in recordable form a notice of this Option to purchase Premises B. This Option shall survive the delivery of the deed to Premises A. Seller and Buyer shall execute a notice of this Option in recordable form to be recorded immediately after the recordation of the deed for Premises A. 16 . This Option for the purchase of Premises B is granted subject to the further payment of the sum of Twenty-five Thousand and No/100 Dollars ($25 ,000.00) to be made by Buyer to Seller upon the transfer to Buyer of the title to Premises A and shall expire at midnight at the end of one year thereafter unless Buyer shall have exercised the right to extend this Option to purchase Premises B, which right Seller hereby grants for four (4) successive annual extensions , each such extension to be made upon notice as provided in Article 4 hereof and upon payment of Twenty-five Thousand and No/100 Dollars ($25 ,000. 00) . Pagt 7 v • 17. The price to be paid for Premises B shall be the sum of Seven Thousand and No/100 Dollars ($7,000.00) per acre , pay- able upon delivery of the deed, and in the event of the exercise of this Option the amount paid as consideration for this Option shall not be credited on account of such price. 18. Seller shall, at its expense , and upon request by Buyer, provide for Buyer a survey of Premises B prepared by a licensed professional engineer, which survey shall determine the acreage subject to the terms of this Option Agreement and the amount of the purchase price therefor. In the event that Buyer elects not to exercise this Option to purchase Premises A, or in the event that Buyer elects to purchase Premises A but elects not to exercise this Option to purchase Premises B, then, in either such event , Buyer will reimburse Seller the costs of said survey. Seller shall, at its expense, secure a current report of title commiting the issuer to insure the title of Premises B, and shall, at its expense , upon the exercise of this Option by Buyer to purchase Premises B, supply to Buyer a policy Of owner' s 'title insurance . 19 . The provisions of Article 6 through 13 , inclusive, hereof, shall apply to this Option to purchase Premises B unless and insofar as the context thereof may require otherwise . 20. This Agreement may not be changed or terminated orally. The terms aforesaid are to apply to and bind the heirs , executors , administrators , successors and assigns of the respective parties .' Page 8 4, t i 21. The City of Little Rock and the Little Rock Port Authority shall each provide resolutions satisfactory to Buyer authorizing them to execute this Option Agreement. 22 . If two or more persons constitute either the Seller or the Buyer, the word "Seller" or the word "Buyer" shall be construed as if it reads "Sellers" or. "Buyers" whenever the sense of this Agreement so requires . IN WITNESS WHEREOF, Seller has caused this Option Agreement to be executed by its duly authorized officers on the day and year first above written. CITY OF LITTLE ROCK, ARKANSAS By: Mayor (S E A L) By: CITY—Clerk LITTLE ROCK PORT AUTHORITY By. tf,1_4v,r LI C airman (S E A L) BY: PO A Secretary ' • I t kf Page 9